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BNP Paribas Capital/Financing Update 2013

Dec 12, 2013

1158_rns_2013-12-12_11deddc1-cec6-4fce-b8f4-31596c53b295.pdf

Capital/Financing Update

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FINAL TERMS DATED 18 OCTOBER 2013

BNP Paribas Arbitrage Issuance B.V.

(Incorporated in The Netherlands) (as Issuer)

BNP Paribas

(incorporated in France) (as Guarantor)

(Note, Warrant and Certificate Programme)

10,000,000 GBP Certificates relating to the FTSE 100 Index due 11 December 2019

ISIN Code: XS0925909334

BNP Paribas Arbitrage S.N.C. (as Manager)

The Securities are offered to the public in the United Kingdom from 18 October 2013 to 29 November 2013

Any person making or intending to make an offer of the Securities may only do so:

  • (i) in those Public Offer Jurisdictions mentioned in Paragraph 47 of Part A below, provided such person is of a kind specified in that paragraph and that the offer is made during the Offer Period specified in that paragraph; or
  • (ii) otherwise in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.

Neither the Issuer norany Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.

The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus, as the case may be, will be published and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of such supplement or updated version of the Base Prospectus, as the case may be, (the "Publication Date") have the right within two working days of the Publication Date to withdraw their acceptances.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 3 June 2013, each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provide for any change to the Conditions of the Securities such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive") (the "Base Prospectus").This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on BNP Paribas Arbitrage Issuance B.V. (the "Issuer") BNP Paribas (the "Guarantor") and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the Securities (which comprises the Summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Base Prospectus and any Supplement(s) to the Base Prospectus are available for viewing at BNP Paribas Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 33 rue de Gasperich, Howald - Hesperange, L-2085 Luxembourg and on the website of the Luxembourg Stock Exchange (www.bourse.lu) and copies may be obtained free of charge at the specified offices of the Security Agents. The Base Prospectus and the Supplement(s) to the Base Prospectus will also be available on the AMF website www.amf-france.org.

References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such series of Securities, save as where otherwise expressly provided.

These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to "Securities" shall be deemed to be references to the relevant Securities that are the subject of these Final Terms and references to "Security" shall be construed accordingly.

SPECIFIC PROVISIONS FOR EACH SERIES

SERIES
NUMBER
NO.
OF
SECURITIES
ISSUED
NO
OF
SECURITIES ISIN
COMMON
CODE
ISSUE PRICE
PER SECURITY
REDEMPTION
DATE
CE0035GOD 10,000,000 10,000,000 XS0925909334 092590933 100% of
the
Notional
Amount
11 December 2019

GENERAL PROVISIONS

The following terms apply to each series of Securities:

1. Issuer: BNP Paribas Arbitrage Issuance B.V.
2. Guarantor: BNP Paribas
3. Trade Date: 4 December 2013
4. Issue Date and Interest Commencement
Date:
13 December 2013
5. Consolidation: Not applicable
6. Type of Securities: (a)
Certificates
(b)
The Securities are Index Securities.
The provisions of Annex 2 (Additional Terms and
Conditions for Index Securities) shall apply.
7. Form of Securities: Clearing System Global Security
8. Business Day Centre(s): The applicable Business Day Centre for the purposes
of the definition of "Business Day" in Condition 1 is
London.
9. Settlement: Settlement will be by way of cash payment (Cash
Settled Securities)
10. Rounding
Convention
for
Cash
Settlement Amount:
Not applicable
11. Variation of Settlement:
(a)
Issuer's option to vary
settlement:
The Issuer does not have the option to vary
settlement in respect of the Securities.
12. Final Payout N x SPS Payout
SPS Payouts SPS Reverse Convertible Standard Securities
(A) if no Knock-in Event has occurred:
100
(B) if a Knock-in Event has occurred:
Min (100%, Final Redemption Value)
WITH:
Final Redemption Value: Underlying Reference

Value

WHERE

Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price.

Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

Underlying Reference Strike Price means, in respect of an Underlying Reference, the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date

Strike Price Closing Value: Applicable

Underlying Reference as set out § 24(a).

SPS Valuation Dates, SPS Redemption Valuation Date is the Redemption Valuation Date

Payout Switch: Not applicable
Aggregation: Not applicable
13. Relevant Asset(s): Not applicable
14. Entitlement: Not applicable
15. Exchange Rate Not applicable.
16. Settlement Currency: The settlement currency for the payment of the Cash
Settlement Amount is Pound Sterling ("GBP").
17. Syndication: The Securities will be distributed on a non
syndicated basis.
18. Minimum Trading Size: Not applicable
19. Principal Security Agent: BNP
Paribas
Securities
Services,
Luxembourg
Branch.
20. Registrar: Not applicable
21. Calculation Agent: BNP Paribas Arbitrage S.N.C.
160-162 boulevard MacDonald, 75019 Paris, France.
22. Governing law: English law
23. Masse provisions (Condition 9.4): Not applicable

PRODUCT SPECIFIC PROVISIONS (ALL SECURITIES)

24. Index Securities: Applicable
(a) Index/Basket of Indices/Index
Sponsor(s):
The "Underlying Reference" is the FTSE100 Index
(Bloomberg Code: UKX Index).

FTSE International Limited or any successor thereto is the Index Sponsor.

For the purposes of the Conditions, the Underlying Index shall be deemed an Index.

(b) Index Currency: GBP
(c) Exchange(s): London Stock Exchange.
(d) Related Exchange(s): All Exchanges
(e) Exchange Business Day: Single Index Basis.
(f) Scheduled Trading Day: Single Index Basis.
(g) Weighting: Not applicable
(h) Settlement Price: level at the Valuation Time
(i) Specified Maximum Days of
Disruption:
Eight (8) Scheduled Trading Days.
(j) Valuation Time: The Scheduled Closing Time.
(k) Delayed Redemption on
Occurrence of an Index
Adjustment Event:
Not applicable
(l) Index Correction Period: As per Conditions
(m) Additional provisions
applicable to Custom Indices:
Not applicable
(n) Additional provisions
applicable to Futures Price
Valuation:
Not applicable
25. Share Securities: Not applicable
26. ETI Securities Not applicable
27. Debt Securities: Not applicable
28. Commodity Securities: Not applicable
29. Inflation Index Securities: Not applicable
30. Currency Securities: Not applicable
31. Fund Securities: Not applicable
32. Futures Securities: Not applicable
33. Credit Securities: Not applicable
34. Underlying Interest Rate Securities: Not applicable
35. Preference Share Certificates: Not Applicable
36. OET Certificates: Not applicable
37. Additional Disruption Events: Applicable
38. Optional Additional Disruption Events: following Optional Additional
Disruption Events apply to the Securities:
Not applicable
(b)
Delayed Redemption on Occurrence of an
Additional
Disruption
Event
and/or
Optional Additional Disruption Event (in
the case of Certificates): Not applicable
39. Knock-in Event: Applicable
If the Knock-In Value is less than or equal to the
Knock-In Level on the Knock-In Determination Day
(a) SPS Knock-in Valuation: Applicable
"Barrier Percentage Strike Price" means 60%
"Barrier Strike Price Closing Value" is applicable
"Knock-in Value" means the Underlying Reference
Value;
"SPS
Valuation
Date"
means
the
Knock-in
Determination Day.
"Underlying Reference" is as set out in item 24(a)
above.
"Underlying Reference Closing Price Value"
means, in respect of a SPS Valuation Date, the
Closing Level in respect of such day.
"Underlying Reference Strike Price" means, in
respect of an Underlying Reference, an amount equal
to the product of (x) the Underlying Reference
Closing Price Value for such Underlying Reference
on the Strike Date and (y) the Barrier Percentage
Strike Price.
"Underlying Reference Value" means, in respect
of an Underlying Reference and a SPS Valuation
Date, (i) the Underlying Reference Closing Price
Value for such Underlying Reference in respect of
such SPS Valuation Date (ii) divided by the relevant
Underlying Reference Strike Price.
(b) Level: Not applicable
(c) Knock-in Level: 100%
(d) Knock-in
Period
Beginning
Date:
Not applicable
(e) Knock-in
Period
Beginning
Date Day Convention:
Not applicable
(f) Knock-in Determination Period: Not applicable
(g) Knock-in
Determination
Redemption Valuation Date

Day(s):

(h) Knock-in Period Ending Date: Not applicable
(i) Knock-in Period Ending Date
Day Convention:
Not applicable
(j) Knock-in Valuation Time: The Valuation Time
(k) Knock-in
Observation
Price
Source:
Not applicable
(l) Disruption Consequences: Not applicable
40. Knock-out Event: Not applicable
PROVISIONS RELATING TO WARRANTS

41. Provisions relating to Warrants: Not Applicable

PROVISIONS RELATING TO CERTIFICATES

42. Provisions relating to Certificates: Applicable
(a) Notional
Certificate:
Amount
of
each GBP 1
(b) Partly Paid Certificates: The Certificates are not Partly Paid Certificates.
(c) Interest: Applicable
(i) Interest Period(s): As per Conditions.
(ii) Interest
Period
Date(s):
End 13 March 2014 (i=1), 13 June 2014 (i=2), 15
September 2014 (i=3), 15 December 2014 (i=4), 13
March 2015 (i=5), 15 June 2015 (i=6), 14 September
2015 (i=7), 14 December 2015 (i=8), 14 March 2016
(i=9), 15 June 2016 (i=10), 14 September 2016
(i=11), 14 December 2016 (i=12), 15 March 2017
(i=13), 14 June 2017 (i=14), 13 September 2017
(i=15), 13 December 2017 (i=16), 14 March 2018
(i=17), 13 June 2018 (i=18), 13 September 2018
(i=19), 13 December 2018 (i=20), 13 March 2019
(i=21), 13 June 2019 (i=22), 13 September 2019
(i=23) and the Redemption Date (i =24).
(iii) Business
Convention for Interest
Period End Date(s):
Day Not applicable
(iv) Interest
Date(s):
Payment 13 March 2014 (i=1), 13 June 2014 (i=2), 15
September 2014 (i=3), 15 December 2014 (i=4), 13
March 2015 (i=5), 15 June 2015 (i=6), 14 September
2015 (i=7), 14 December 2015 (i=8), 14 March 2016
(i=9), 15 June 2016 (i=10), 14 September 2016
(i=11), 14 December 2016 (i=12), 15 March 2017
(i=13), 14 June 2017 (i=14), 13 September 2017
(i=15), 13 December 2017 (i=16), 14 March 2018
(i=17), 13 June 2018 (i=18), 13 September 2018

(i=19), 13 December 2018 (i=20), 13 March 2019 (i=21), 13 June 2019 (i=22), 13 September 2019 (i=23) and the Redemption Date (i =24).

(v) Business
Convention for Interest
Payment Date(s):
Day Following Business Day Convention
(vi) Party responsible for
calculating the Rate(s)
of Interest and Interest
Amount(s) (if not the
Calculation Agent):
Not applicable
(vii) Margin(s): Not applicable
(viii) Minimum
Rate:
Interest Not applicable
(ix) Maximum
Rate:
Interest Not applicable
(x) Day Count Fraction: Not applicable
(xi) Determination Date(s): Not applicable
(xii) Accrual
Redemption:
to Not applicable
(xiii) Rate of Interest: Digital Coupon is applicable
(i)
if the Digital Coupon Condition is satisfied
in respect of SPS Coupon Valuation Date(i):
Rate(i)
With:
Rate = 1.60%
"i" means the relevant SPS Valuation Date
(ii)
if the Digital Coupon Condition is not
satisfied in respect of SPS Coupon Valuation Date(i):
zero
Where:
Digital Coupon Condition means that the DC
Barrier Value for the relevant SPS Coupon Valuation
Date is equal to or greater than the Barrier Level;
DC Barrier Value: Underlying Reference Value
Barrier Strike Price Closing Value: Applicable
Barrier Percentage Strike Price: 75%
"Barrier Level": 100%
"Underlying Reference" is as set out in item 24(a)

above.

"Underlying Reference Value" means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price.

"Underlying Reference Closing Price Value" means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

"Underlying Reference Strike Price" means, in respect of an Underlying Reference, an amount equal to the product of (x) the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date and (y) the Barrier Percentage Strike Price

SPS Valuation Dates, SPS Coupon Valuation Dates are as set out in paragraph 42 (aa).

(d) Fixed Rate Provisions: Not applicable
(e) Floating Rate Provisions Not applicable
(f) Linked Interest Certificates Not applicable
(g) Payment of Premium
Amount(s):
Not applicable
(h) Index Linked Interest
Certificates:
Not applicable
(i) Share Linked Interest
Certificates:
Not applicable
(j) ETI Linked Interest
Certificates:
Not applicable
(k) Debt Linked Interest
Certificates:
Not applicable
(l) Commodity Linked Interest : Not applicable
(m) Inflation Index Linked Interest
Certificates:
Not applicable
(n) Currency Linked Interest
Certificates:
Not applicable
(o) Fund Linked Interest
Certificates:
Not applicable
(p) Futures Linked Interest
Certificates:
Not applicable
(q) Underlying Interest Rate Linked Not applicable

Interest Provisions:

(r) Instalment Certificates: The Certificates are not Instalment Certificates.
(s) Issuer Call Option: Not applicable
(t) Holder Put Option: Not applicable
(u) Automatic Early Redemption: Not applicable
(v) Renouncement Notice Cut-off
Time
Not applicable
(w) Strike Date: 4 December 2013.
(x) Strike Price: Not applicable
(y) Redemption Valuation Date 4 December 2019
(z) Averaging: Not applicable
(aa) Observation Dates: 4 March 2014 (i=1), 4 June 2014 (i=2), 4 September
2014 (i=3), 4 December 2014 (i=4), 4 March 2015
(i=5), 4 June 2015 (i=6), 4 September 2015 (i=7), 4
December 2015 (i=8), 4 March 2016 (i=9), 6 June
2016 (i=10), 5 September 2016 (i=11), 5 December
2016 (i=12), 6 March 2017 (i=13), 5 June 2017
(i=14), 4 September 2017 (i=15), 4 December 2017
(i=16), 5 March 2018 (i=17), 4 June 2018 (i=18), 4
September 2018 (i=19), 4 December 2018 (i=20), 4
March 2019 (i=21), 4 June 2019 (i=22), 4 September
2019 (i=23) and the Redemption Valuation Date (i
=24).
(bb) Observation Period: Not applicable
(cc) Settlement Business Day: Not applicable
(dd) Cut-off Date: Not applicable

DISTRIBUTION AND US SALES ELIGIBILITY

43. Selling Restrictions:

(a) Eligibility for sale of Securities The Securities are eligible for sale into the United
in the United States to AIs States to AIs.
(N.B.
Only
US
Securities
issued by BNPP can be so
eligible):
(b) [Eligibility
for
sale
of
Securities in the United States

to QIBs within the meaning of Rule 144A (N.B. except as provided in (c) below only U.S. Securities issued by BNPP can

be so eligible):

The Securities are not eligible for sale in the United States

(c) Eligibility for sale of Securities
in the United States to QIBs
within the meaning of Rule
144A who are also QPs within
the meaning of the Investment
Company Act (N.B. All U.S.
Securities
issued
by
BNPP
B.V.
must
include
these
restrictions
in
lieu
of
restrictions in (a) or (b) above)
The Securities are not eligible for sale in the United
States.
44. consequences: Additional U.S. Federal income tax Not applicable
45. Registered broker/dealer: Not applicable
46. TEFRA C or TEFRA: Not Applicable
47. Non exempt Offer: An offer of the Securities may be made by the
Manager
and
Meteor
Asset
Management
Limited
(the " Authorised Offerors") other than
pursuant to Article 3(2) of the Prospectus
Directive in United Kingdom (the "Public Offer
Jurisdiction") during the period from from 18
October 2013 until 29 November 2013 (the
"Offer Period").
See further Paragraph 7 of
Part B below.
General Consent: Not Applicable
Other Conditions to consent: Not Applicable

PROVISIONS RELATING TO COLLATERAL AND SECURITY

  1. Collateral Security Conditions: Not applicable

Responsibility

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

Signed on behalf of BNP Paribas Arbitrage Issuance B.V

As Issuer:

By: Guillaume RIVIERE duly authorised

PART B – OTHER INFORMATION

1. Listing and Admission to trading

Application has been made to list the Securities on the Official List of the Luxembourg Stock Exchange and to admit the Securities described herein for trading on the Luxembourg Stock Exchange's Regulated Market.

2. Ratings

Ratings: The Securities have not been rated.

3. Interests of Natural and Legal Persons Involved in the Offer

"Save as discussed in the "Potential Conflicts of Interest" paragraph in the "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer."

4. Performance of Underlying/Formula/Other Variable, Explanation of Effect on Value of Investment and Associated Risks and Other Information concerning the Underlying

See Base Prospectus for an explanation of effect on value of Investment and associated risks in investing in Securities.

Past and further performances of each Underlying Index are available on the following website: www.ftse.com and the volatility of each Underlying may be obtained at the office of the Calculation Agent by mail to the following address: [email protected]

The Issuer does not intend to provide post-issuance information

Index Disclaimer

Neither the Issuer nor the Guarantor shall have any liability for any act or failure to act by an Index Sponsor in connection with the calculation, adjustment or maintenance of an Index. Except as disclosed prior to the Issue Date, neither the Issuer, the Guarantor nor their affiliates has any affiliation with or control over an Index or Index Sponsor or any control over the computation, composition or dissemination of an Index. Although the Calculation Agent will obtain information concerning an Index from publicly available sources it believes reliable, it will not independently verify this information. Accordingly, no representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Issuer, the Guarantor, their affiliates or the Calculation Agent as to the accuracy, completeness and timeliness of information concerning an Index.

FTSE100 Index

The Securities are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by the London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE nor Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE100 Index ("the Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, neither FTSE nor Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein. "FTSE®", "FT-SE®" and "Footsie®" are trade marks of the London Stock Exchange Plc and The Financial Times Limited and are used by FTSE International Limited under licence. "All- World", "All-Share" and "All-Small" and "FTSE4Good" are trade marks of FTSE International

Limited.

Operational Information

Relevant Clearing System(s): Euroclear and Clearstream Luxembourg.
5. Terms and Conditions of the Public Offer
Offer Period: See paragraph 47 above.
Offer Price: 100% of Notional Amount per Security.
Conditions to which the offer is subject: The Issuer reserves the right to withdraw the offer of the
Securities and cancel the issuance of the Securities for any
reason, in accordance with the Distributor at any time on or
prior to the Offer End Date (as defined below). For the
avoidance of doubt, if any application has been made by a
potential investor and the Issuer exercises such a right,
each such potential investor shall not be entitled to
subscribe or otherwise acquire the Securities.
Description of the application process: From 18 October 2013 to, and including, 29 November
2013, or such earlier date as the Issuer determines as
notified on or around such earlier date by (i) publication on
the
website
of
the
Distributor
(http://eqdpo.bnpparibas.com/XS0925909334) and/or (ii)
publication on the website of the Luxembourg Stock
Exchange (www.bourse.lu) (the "Offer End Date").
Details
of
the
minimum
and/or
Minimum subscription amount per investor: GBP 1.
maximum amount of application: Maximum
subscription
amount
per
investor:
GBP
10,000,000.
The Issuer reserves the right to modify the total nominal
amount of the Securities to which investors can subscribe,
to close the Offer Period early and/or to cancel the planned
issue. Such an event will be notified to subscribers via the
following website:
http://eqdpo.bnpparibas.com/XS0925909334.
Description of possibility to reduce
subscriptions and manner for refunding
excess amount paid by applicants:
Not applicable
Details of the method and time limits
for
paying
up and
delivering
the
Securities:
The Securities are cleared through the clearing systems and
are due to be delivered through the Distributor on or
around the Issue Date.
Manner in and date on which results of
the offer are to be made public:
Publication
on
the
following
website:
http://eqdpo.bnpparibas.com/XS0925909334and/or
(ii)
publication on the website of the Luxembourg Stock
Exchange (www.bourse.lu) on or on or around 4 December
2013
Procedure for exercise of any right of
pre-emption,
negotiability
of
subscription rights and treatment of
subscription rights not exercised:
Not applicable
Process for notification to applicants of
the amount allotted and indication
whether dealing may begin before
notification is made:
In the case of over subscription, allotted amounts will be
notified to applicants by (i) publication on the website of
the
Distributor
(http://eqdpo.bnpparibas.com/XS0925909334) and/or (ii)
publication on the website of the Luxembourg Stock
Exchange (www.bourse.lu) on or around 4 December
2013
No dealing in the Securities may begin before any such
notification is made.
In all other cases, allotted amounts will be equal to the
amount of the application, and no further notification shall
be made.
In all cases, no dealing in the Securities may take place
prior to the Issue Date.
Amount of any expenses and taxes
specifically charged to the subscriber or
purchaser:
Not applicable
6. Placing and Underwriting
Name(s) and address(es), to the extent
known to the Issuer, of the placers in
the various countries where the offer
takes place:
None
Name
and
address
of
the
co
Meteor Asset Management Limited
ordinator(s) of the global offer and of
single parts of the offer:
55 King William Street
London EC4R 9AD
No underwriting commitment is undertaken by the
Distributor.
Name and address of any paying agents Not applicable
and depository agents in each country
(in addition to the Principal Security
Agent):
Entities agreeing to underwrite the
issue on a firm commitment basis, and
entities agreeing to place the issue
without a firm commitment or under
"best efforts" arrangements:
Not applicable.

When the underwriting agreement has been or will be reached: Not applicable.

7. Historic Interest Rates (in the case of Certificates)

Not applicable.

ISSUE SPECIFIC SUMMARY OF THE PROGRAMME IN RELATION TO THIS BASE PROSPECTUS

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A – E (A.1 – E.7). This Summary contains all the Elements required to be included in a summary for this type of Securities, Issuer and Guarantor. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of Securities, Issuer and Guarantor(s), it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable.

Element Title A.1 Warning that the summary should be read as an introduction and provision as to claims • This summary should be read as an introduction to the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 3 June 2013 (the "Base Prospectus") and the applicable Final Terms.Any decision to invest in any Securities should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.No civil liability will attach to the Issuer or the Guarantor in any such Member State solely on the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key information (as defined in Article 2.1(s) of the Prospectus Directive) in order to aid investors when considering whether to invest in the Securities.

Section A - Introduction and warnings

Element Title
A.2 Consent as to use
the Base
Prospectus, period
of validity and
other conditions
attached
Consent: Subject to the conditions set out below, the Issuer consents to
the use of the Base Prospectus in connection with a Non-exempt Offer
of Securities by the Managers and Meteor Asset Management Limited
(each an "Authorised Offeror").
Offer period: The Issuer's consent referred to above is given for Non-exempt
Offers of Securities from 18 October 2013 until 29 November 2013 (the
"Offer Period").
Conditions to consent: The conditions to the Issuer's consent are that such
consent (a) is only valid during the Offer Period; (b) only extends to the use
of the Base Prospectus to make Non-exempt Offers of the relevant Tranche of
Securities in Kingdom of Sweden.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY
SECURITIES IN A NON-EXEMPT OFFER FROM AN AUTHORISED
OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH
SECURITIES
TO
AN
INVESTOR
BY
SUCH
AUTHORISED
OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS
AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH
AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING AS
TO
PRICE,
ALLOCATIONS
AND
SETTLEMENT
ARRANGEMENTS.
THE INVESTOR MUST LOOK TO THE
AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER FOR
THE
PROVISION
OF
SUCH
INFORMATION
AND
THE
AUTHORISED OFFEROR WILL BE RESPONSIBLE FOR SUCH
INFORMATION.

Section B - Issuer and Guarantor

Element Title
B.1 Legal and
commercial
name of the
Issuer
BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V." or the "Issuer").
B.2 Domicile/ legal
form/
legislation/
country of
incorporation
The Issuer was incorporated in the Netherlands as a private company with
limited liability under Dutch law having its registered office at Herengracht 537,
1017 BV Amsterdam, the Netherlands.
B.4b Trend
information
Not applicable, there are no trends, uncertainties, demands, commitments or
events that are reasonably likely to have a material effect on any of BNPP B.V.
and the industries in which it operates for at least the current financial year.
B.5 Description of
the Group
BNPP B.V. is a wholly owned subsidiary of BNP Paribas. BNP Paribas is the
ultimate holding company of a group of companies and manages financial
Element Title
operations for those subsidiary companies (together the "BNPP Group").
B.9 Profit forecast
or estimate
Not applicable, the Issuer has not made a profit forecast or estimate.
B.10 Audit report
qualifications
Not applicable, there are no qualifications in any audit report on the historical
financial information included in the Base Prospectus.
B.12 Selected historical key financial information:
In EUR
31/12/2011 31/12/2012
Revenues 317,178 337,955
Net income, Group share 21,233 22,531
Total balance sheet 32,347,971,221 37,142,623,335
Shareholders' equity (Group share) 366,883 389,414
B.13
B.14
since 31 December 2012.
since 31 December 2012 .
Events
impacting the
Issuer's
solvency
Dependence
upon other
group entities
Statements of no significant or material adverse change
See also Element B.5 above.
Issuer's solvency since 31 December 2012. There has been no significant change in the financial or trading position of the BNPP Group since
30 June 2013 and there has been no material adverse change in the prospects of the BNPP Group
There has been no significant change in the financial or trading position of the BNPP B.V. since 31
December 2012 and there has been no material adverse change in the prospects of the BNPP B.V.
Not applicable, to the best of the Issuer's knowledge there have not been any
recent events which are to a material extent relevant to the evaluation of the
The Issuer is dependent upon BNPP and other members of the BNPP Group.
B.15 Principal
activities
The principal activity of the Issuer is to issue and/or acquire financial
instruments of any nature and to enter into related agreements for the account of
various entities within the BNPP Group.
B.16 Controlling
shareholders
BNP Paribas holds 100 per cent. of the share capital of the Issuer.
B.17 Solicited credit
ratings
Not Applicable - No ratings have been assigned to the Issuer or its debt
securities at the request of or with the co-operation of the Issuer in the rating
process.
The Securities have not been rated.
Element Title
A security rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, reduction or withdrawal at any time by the assigning
rating agency.
B.18 Description of
the Guarantee
The Securities will be unconditionally and irrevocably guaranteed by BNP
Paribas ("BNPP" or the "Guarantor") pursuant to an English law deed of
guarantee executed by BNPP on 3 June 2013 (the "Guarantee").
The obligations under the guarantee are direct unconditional, unsecured and
unsubordinated obligations of BNPP and rank and will rank pari passu among
themselves and at least pari passu with all other direct, unconditional, unsecured
and unsubordinated indebtedness of BNPP (save for statutorily preferred
exceptions).
B.19 Information
about the
Guarantor
B.19/ B.1 Legal and
commercial
name of the
Guarantor
BNP Paribas
B.19/ B.2 Domicile/ legal
form/
legislation/
country of
incorporation
The Guarantor was incorporated in France as a société anonyme under French
law and licensed as a bank having its head office at 16, boulevard des Italiens –
75009 Paris, France.
B.19/ Trend Macroeconomic Conditions.
B.4b information BNPP's results of operations are affected by the macroeconomic and market
environment. Given the nature of its business, BNPP is particularly susceptible
to macroeconomic and market conditions in Europe, which have experienced
disruptions in recent years.
While global economic conditions generally improved over the course of 2012,
growth prospects diverge for advanced and developing economies in 2013 and
going forward. In the Euro-zone, sovereign spreads came down in 2012 from
historically high levels, although uncertainty remains over the solvability of
certain sovereigns and the extent to which E.U. member states are willing to
provide additional financing.
Legislation and Regulations Applicable to Financial Institutions.
BNPP is affected by legislation and regulations applicable to global financial
institutions, which are undergoing significant change in the wake of the global
financial crisis. New measures that have been proposed and adopted include
more stringent capital and
liquidity
requirements,
taxes
on
financial
Element Title
framework for the regulation of foreign banks. transactions, restrictions and taxes on employee compensation, limits on
commercial banking activities, restrictions of types of financial products,
increased internal control and transparency requirements, more stringent
business conduct rules, mandatory reporting and clearing of derivative
transactions, requirements to mitigate risks relating to OTC derivatives and the
creation of new and strengthened regulatory bodies. New or proposed measures
that affect or will affect BNPP include the Basel 3 and CRD4 prudential
frameworks, the related requirements announced by the EBA, the designation of
BNPP as a systemically important financial institution by the FSB, the French
banking law, the E.U. Liikanen proposal and the Federal Reserve's proposed
B.19/B.5 Description of
the Group
BNPP is a European leading provider of banking and financial services and has
four domestic retail banking markets in Europe, namely in Belgium, France,
Italy and Luxembourg. It is present in 78 countries and has almost 190,000
employees, including over 145,000 in Europe. BNPP is the parent company of
the BNP Paribas Group (the "BNPP Group").
B.19/B.9 Profit forecast
or estimate
Not applicable, the Guarantor has not made a profit forecast or estimate.
B.19/
B.10
Audit report
qualifications
Not applicable, there are no qualifications in any audit report on the historical
financial information included in the Base Prospectus
B.19/
Selected historical key financial information:
B.12
Comparative Annual Financial Data-In millions of EUR
31/12/2011 31/12/2012
Revenues 42,384 39,072
Cost of risk (6,797) (3,941)
Net income, Group share 6,050 6,564
Common Equity Tier 1 Ratio (Basel
2.5)
9.6% 11.8%
Tier 1 Ratio 11.6% 13.6%
Total consolidated balance sheet 1,965,283 1,907,200
due from customers Consolidated loans and receivables 665,834 630,520
Consolidated items due to customers 546,284 539,513
Shareholders' equity (Group share) 75,370 85,444
Comparative Interim Financial Date - In millions of EUR
30/06/2012 30/06/2013
Element Title
Revenues 19,984 19,972
Cost of risk -1,798 -2,087
Net income, Group share 4,719 3,347
2.5) Common Equity Tier 1 Ratio (Basel 10.9% 12.2%
Tier 1 Ratio 12.7% 13.6%
Total consolidated balance sheet 1,969,943 1,861,338
due from customers Consolidated loans and receivables 657,441 623,587
Consolidated items due to customers 535,359 554,198
Shareholders' equity (Group share) 81,721 86,136
Statements of no significant or material adverse change
See Element B.12 above in the case of the BNPP Group.
There has been no material adverse change in the prospects of BNPP since 31 December 2012.
B.19/
B.13
Events
impacting the
Guarantor's
solvency
Guarantor's solvency since 31 December 2012. Not applicable, to the best of the Guarantor's knowledge there have not been any
recent events which are to a material extent relevant to the evaluation of the
B.19/
B.14
Dependence
upon other
Group entities
of the BNPP Group.
2013.
significant shareholder.
See also Element B.5 above.
Subject to the following paragraph, BNPP is not dependent upon other members
In April 2004, BNPP began outsourcing IT Infrastructure Management Services
to the "BNP Paribas Partners for Innovation" (BP²I) joint venture set up with
IBM France at the end of 2003. BP²I provides IT Infrastructure Management
Services for BNPP and several BNPP subsidiaries in France, Switzerland, and
Italy. In mid-December 2011 BNPP renewed its agreement with IBM France for
a period lasting until end-2017. At the end of 2012, the parties entered into an
agreement to gradually extend this arrangement to BNP Paribas Fortis as from
BP²I is 50/50-owned by BNPP and IBM France; IBM France is
responsible for daily operations, with a strong commitment of BNPP as a
B.19/
B.15
Principal
activities
BNP Paribas holds key positions in its three activities:
Retail Banking, which includes:
Element Title

a set of Domestic Markets, comprising:

French Retail Banking (FRB),

BNL banca commerciale (BNL bc), Italian retail
banking,

Belgian Retail Banking (BRB),

Other
Domestic
Markets
activities,
including
Luxembourg Retail Banking (LRB);

International Retail Banking, comprising:

Europe-Mediterranean,

BancWest;

Personal Finance;

Investment Solutions;

Corporate and Investment Banking (CIB).
B.19/
B.16
Controlling
shareholders
None of the existing shareholders controls, either directly or indirectly, BNPP.
The
main
shareholders
are
Société
Fédérale
de
Participations
et
d'Investissement (SFPI) a public-interest société anonyme (public limited
company) acting on behalf of the Belgian government holding 10.3% of the
share capital as at 30 June 2013; AXA holding 2.9% of the share capital as at 30
June 2013 and Grand Duchy of Luxembourg holding 1.0% of the share capital
as at 30 June 2013. To BNPP's knowledge, no shareholder other than SFPI
owns more than 5% of its capital or voting rights.
B.19/
B.17
Solicited credit
ratings
BNPP's long term credit ratings are A+ with a negative outlook (Standard &
Poor's Credit Market Services France SAS), A2 with a stable outlook (Moody's
Investors Service Ltd.) and A+ with a stable outlook (Fitch France S.A.S.).
A security rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, reduction or withdrawal at any time by the assigning
rating agency.

Section C – Securities

Element Title
C.1 Type and
class of
Securities/
The Securities are certificates ("Certificates")] and are issued in Series. The Series
Number of the Securities CE0035GOD.
The ISIN is XS0925909334.
Element Title
ISIN The Common Code is 092590933
The Securities are cash settled Securities.
C.2 Currency The currency of this Series of Securities is GBP.
C.5 Restrictions
on free
transferabili
ty
The Securities will be freely transferable, subject to the offering and selling
restrictions in the United States, the European Economic Area, Austria, Belgium,
the Czech Republic, France, Germany, Hungary, Ireland, Portugal, Spain, the
Republic of Italy, the Netherlands, Poland, the United Kingdom, Japan and
Australia and under the Prospectus Directive and the laws of any jurisdiction in
which the relevant Securities are offered or sold.
C.8 Rights
attaching to
the
Securities
Securities issued under the Programme will have terms and conditions relating to,
among other matters:
Status
The Certificates are issued on a unsecured basis. Securities issued on an unsecured
basis constitute direct, unconditional, unsecured and unsubordinated obligations of
the Issuer and rank and will rank pari passu among themselves and at least pari
passu with all other direct, unconditional, unsecured and unsubordinated
indebtedness of the Issuer (save for statutorily preferred exceptions).
Taxation
The Holder must pay all taxes, duties and/or expenses arising from the exercise and
settlement or redemption of the W&C Securities and/or the delivery or transfer of
the Entitlement. The Issuer shall deduct from amounts payable or assets deliverable
to Holders certain taxes and expenses not previously deducted from amounts paid or
assets delivered to Holders, as the Calculation Agent determines are attributable to
the W&C Securities.
Payments will be subject in all cases to (i) any fiscal or other laws and regulations
applicable thereto in the place of payment, but without prejudice to the provisions of
Note Condition 6, (ii) any withholding or deduction required pursuant to an
agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986
(the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the
Code, any regulations or agreements thereunder, any official interpretations thereof,
or (without prejudice to the provisions of Note Condition 6) any law implementing
an intergovernmental approach thereto, and (iii) any withholding or deduction
required pursuant to Section 871(m) of the Code.
Negative pledge
The terms of the Securities will not contain a negative pledge provision.
Events of Default
Element Title
The terms of the Securities will not contain events of default.
Meetings
The terms of the Securities will contain provisions for calling meetings of holders of
such Securities to consider matters affecting their interests generally.
These
provisions permit defined majorities to bind all holders, including holders who did
not attend and vote at the relevant meeting and holders who voted in a manner
contrary to the majority.
Governing law
The W&C Securities, the English Law Agency Agreement, the Related Guarantee in
respect of the W&C Securities and any non-contractual obligations arising out of or
in connection with the W&C Securities, the English Law Agency Agreement and
the Guarantee in respect of the W&C Securities will be governed by and shall be
construed in accordance with English law.
C.9 Interest/ Interest
Redemption The Securities pay interest from their date of the issue at the fixed rate of 1.60%.
The first interest payment will be made on 13 March 2014.
The interest rate is calculated as set out below:
Digital Coupon
(i)
if the Digital Coupon Condition is satisfied in respect of SPS Coupon
Valuation Date(i):
Rate(i)
With:
Rate = 1.60%
"i" means the relevant SPS Valuation Date
(ii)
if the Digital Coupon Condition is not satisfied in respect of SPS Coupon
Valuation Date(i):
zero
Where:
Digital Coupon Condition means that the DC Barrier Value for the relevant SPS
Coupon Valuation Date is equal to or greater than the Barrier Level;
DC Barrier Value: Underlying Reference Value
Barrier Strike Price Closing Value: Applicable
Barrier Percentage Strike Price: 75%
"Barrier Level": 100%
Element Title
"Underlying Reference" as set out in item C 20.
"Underlying Reference Value" means, in respect of an Underlying Reference and
a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such
Underlying Reference in respect of such SPS Valuation Date (ii) divided by the
relevant Underlying Reference Strike Price.
"Underlying Reference Closing Price Value" means, in respect of a SPS
Valuation Date, the Closing Level in respect of such day.
"Underlying Reference Strike Price" means, in respect of an Underlying
Reference, an amount equal to the product of (x) the Underlying Reference Closing
Price Value for such Underlying Reference on the Strike Date and (y) the Barrier
Percentage Strike Price
SPS Valuation Date, SPS Coupon Valuation Date
are 4 March 2014 (i=1), 4
June 2014 (i=2), 4 September 2014 (i=3), 4 December 2014 (i=4), 4 March 2015
(i=5), 4 June 2015 (i=6), 4 September 2015 (i=7), 4 December 2015 (i=8), 4 March
2016 (i=9), 6 June 2016 (i=10), 5 September 2016 (i=11), 5 December 2016 (i=12),
6 March 2017 (i=13), 5 June 2017 (i=14), 4 September 2017 (i=15), 4 December
2017 (i=16), 5 March 2018 (i=17), 4 June 2018 (i=18), 4 September 2018 (i=19), 4
December 2018 (i=20), 4 March 2019 (i=21), 4 June 2019 (i=22), 4 September 2019
(i=23) and 4 December 2019 (i =24).
Redemption
Unless previously redeemed or cancelled, each Security will be redeemed on
the Redemption Date
Representative of Securityholders
No representative of the Securityholders has been appointed by the Issuer.
Please also refer to item Erreur ! Source du renvoi introuvable. above for rights
attaching to the Securities.
C.10 Derivative
component
in the
interest
payment
Not Applicable
C.11 Admission
to Trading
Application has been made by the Issuer (or on its behalf) for the Securities to be
listed and admitted to trading on the Luxembourg Stock Exchange.
C.15 How the
value of the
investment
in the
derivative
The amount payable on redemption is calculated by reference to the Underlying
Reference(s). See item C.9 above and C.18 below.
Element Title
securities is
affected by
the value of
the
underlying
assets
C.16 Maturity of
the
derivative
Securities
The Redemption Date of the Securities is 11 December 2019
C.17 Settlement
Procedure
This Series of Securities is cash settled.
The Issuer does not have the option to vary settlement.
C.18 Return on See Element C.8 above for the rights attaching to the Securities.
derivative
securities
Unless previously redeemed or purchased and cancelled, each Security entitles its
holder to receive from the Issuer on the Redemption Date
a Cash Settlement
Amount equal to:
Final Payouts
NA×
SPS Payout
NA = GBP 1
SPS Payout: SPS Reverse Convertible Standard Securities
(A) if no Knock-in Event has occurred:
100
(B) if a Knock-in Event has occurred:
Min (100%, Final Redemption Value)
WITH:
Final Redemption Value: Underlying Reference Value
WHERE
Underlying Reference Value means, in respect of an Underlying Reference and a
SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such
Underlying Reference in respect of such SPS Valuation Date (ii) divided by the
relevant Underlying Reference Strike Price.
Underlying Reference Closing Price Value means, in respect of a SPS Valuation
Date, the Closing Level in respect of such day.
Underlying Reference Strike Price means, in respect of an Underlying Reference,
the Underlying Reference Closing Price Value for such Underlying Reference on
the Strike Date
Element Title
Strike Price Closing Value: Applicable
Underlying Reference as set out in item C 20.
SPS Valuation Dates, SPS Redemption Valuation Date is 4 December 2019
C.19 Final
reference
price of the
Underlying
The final reference price of the underlying will be determined in accordance with
the valuation mechanics set out in Element C.18 above
C.20 Underlying The Underlying Reference(s) specified in Element C.18 above is:
FTSE100 Index Information on the Underlying Reference can be obtained from the
following website: www.ftse.com.

Section D – Risks

Element Title
D.2 Key risks
regarding
the Issuer
and the
Guarantor
There are certain factors that may affect the Issuer's ability to fulfil its obligations
under the Securities issued under the Programme [and the Guarantor's obligations
under the Guarantee.
Twelve main categories of risk are inherent in BNPP's activities:
Credit Risk;

Counterparty Risk;

Securitisation;

Market Risk;

Operational Risk

Compliance and Reputation Risk;

Concentration Risk

Asset-liability management Risk;
Breakeven Risk;

Strategy Risk;

Liquidity and refinancing Risk;

Insurance subscription Risk.
Difficult market and economic conditions could have a material adverse effect on the
Element Title
operating environment for financial institutions and hence on BNPP's financial
condition, results of operations and cost of risk.
Legislative action and regulatory measures taken in response to the global financial
crisis may materially impact BNPP and the financial and economic environment in
which it operates.
BNPP's access to and cost of funding could be adversely affected by a resurgence of
the Euro-zone sovereign debt crisis, worsening economic conditions, further rating
downgrades or other factors.
A substantial increase in new provisions or a shortfall in the level of previously
recorded provisions could adversely affect BNPP's results of operations and financial
condition.
BNPP may incur significant losses on its trading and investment activities due to
market fluctuations and volatility.
BNPP may generate lower revenues from brokerage and other commission and fee
based businesses during market downturns.
Protracted market declines can reduce liquidity in the markets, making it harder to
sell assets and possibly leading to material losses.
Significant interest rate changes could adversely affect BNPP's revenues or
profitability.
The soundness and conduct of other financial institutions and market participants
could adversely affect BNPP.
BNPP's competitive position could be harmed if its reputation is damaged.
An interruption in or a breach of BNPP's information systems may result in lost
business and other losses.
Unforeseen external events can interrupt BNPP's operations and cause substantial
losses and additional costs.
BNPP is subject to extensive and evolving regulatory regimes in the countries and
regions in which it operates.
Notwithstanding BNPP's risk management policies, procedures and methods, it
could still be exposed to unidentified or unanticipated risks, which could lead to
material losses.
BNPP's hedging strategies may not prevent losses.
BNPP may experience difficulties integrating acquired companies and may be
unable to realise the benefits expected from its acquisitions.
Intense competition, especially in France where it has the largest single
concentration of its businesses, could adversely affect BNPP's revenues and
Element Title
profitability.
The following risk factors relate to BNPP B.V.: BNPP B.V. is an operating
company. BNPP B.V.'s sole business is the raising and borrowing of money by
issuing securities such as Notes, Warrants or Certificates or other obligations. BNPP
B.V. has, and will have, no assets other than hedging agreements (OTC contracts
mentioned in the Annual Reports), cash and fees payable to it, or other assets
acquired by it, in each case in connection with the issue of securities or entry into
other obligations related thereto from time to time. The net proceeds from each issue
of Securities issued by the Issuer will become part of the general funds of BNPP
B.V. BNPP B.V. uses such proceeds to maintain positions in options or futures
contracts or other hedging instruments ("Hedging Agreements") and/or, in the case
of Secured Securities, to acquire Collateral Assets. The ability of BNPP B.V. to
meet its obligations under Securities issued by it will depend on the receipt by it of
payments under the relevant Hedging Agreements. Consequently, Holders of BNPP
B.V. Securities will, subject to the provisions of the relevant Guarantee, be exposed
to the ability of counterparties in respect of such Hedging Agreements to perform
their obligations under such Hedging Agreements. Securities sold in the United
States or to U.S. Persons may be subject to transfer restrictions.
D.3 Key risks
regarding
the
Securities
There are certain factors which are material for the purposes of assessing the market
risks associated with Securities issued under the Programme, including that
Securities (other than Secured Securities) are unsecured obligations,
the trading price of the Securities is affected by a number of factors including, but
not limited to, the price of the relevant Underlying Reference(s), time to expiration
or redemption and volatility and such factors mean that the trading price of the
Securities may be below the Final Redemption Amount or Cash Settlement Amount
or value of the Entitlement,
exposure to the Underlying Reference in many cases will be achieved by the relevant
Issuer entering into hedging arrangements and, in respect of Securities linked to an
Underlying Reference, potential investors are exposed to the performance of these
hedging arrangements and events that may affect the hedging arrangements and
consequently the occurrence of any of these events may affect the value of the
Securities,
the Securities may have a minimum trading amount and if, following the transfer of
any Securities, a Holder holds fewer Securities than the specified minimum trading
amount, such Holder will not be permitted to transfer their remaining Securities prior
to expiration or redemption, as applicable, without first purchasing enough additional
Securities in order to hold the minimum trading amount,
the occurrence of an additional disruption event or optional additional disruption
event may lead to an adjustment to the Securities, cancellation (in the case of
Warrants) or early redemption (in the case of Notes and Certificates) or may result in
the amount payable on scheduled redemption being different from the amount
expected to be paid at scheduled redemption and consequently the occurrence of an
Element Title
additional disruption event and/or optional additional disruption event may have an
adverse effect on the value or liquidity of the Securities,
expenses and taxation may be payable in respect of the Securities,
the Securities may be cancelled (in the case of Warrants) or redeemed (in the case of
Notes and Certificates) in the case of illegality or impracticability and such
cancellation or redemption may result in an investor not realising a return on an
investment in the Securities,
the meetings of Holders provisions permit defined majorities to bind all Holders,
any judicial decision or change to an administrative practice or change to English
law or French law, as applicable, after the date of the Base Prospectus could
materially adversely impact the value of any Securities affected by it,
a reduction in the rating, if any, accorded to outstanding debt securities of the Issuer
or Guarantor (if applicable) by a credit rating agency could result in a reduction in
the trading value of the Securities,
certain conflicts of interest may arise (see Element E.4 below),
the only means through which a Holder can realise value from the Security prior to
its Exercise Date, Maturity Date or Redemption Date, as applicable, is to sell it at its
then market price in an available secondary market and that there may be no
secondary market for the Securities (which could mean that an investor has to
exercise or wait until redemption of the Securities to realise a greater value than its
trading value)
In addition, there are specific risks in relation to Securities which are linked to an
Underlying Reference (including Hybrid Securities) and an investment in such
Securities will entail significant risks not associated with an investment in a
conventional debt security. Risk factors in relation to Underlying Reference linked
Securities include:
exposure to one or more index, adjustment events and market disruption or failure to
open of an exchange which may have an adverse effect on the value and liquidity of
the Securities and that the Issuer will not provide post-issuance information in
relation to the Underlying Reference.
D.6 Risk
warning
See Element D.3 above.
In the event of the insolvency of the Issuer or if it is otherwise unable or unwilling to
repay the Securities when repayment falls due, an investor may lose all or part of his
investment in the Securities.
If the Guarantor is unable or unwilling to meet its obligations under the Guarantee
when due, an investor may lose all or part of his investment in the Securities.
In addition, investors may lose all or part of their investment in the Securities as a
result of the terms and conditions of the Securities.

Section E - Offer

Element Title
E.2b Reasons for the
offer and use of
proceeds
The net proceeds from the issue of the Securities will become part of the
general funds of the Issuer. Such proceeds may be used to maintain positions
in options or futures contracts or other hedging instruments
E.3 Terms and
conditions of the
offer
This issue of Securities is being offered in a Non-Exempt Offer in the
Kingdom of Sweden.
The issue price of the Securities is 100 %.
E.4 Interest of natural
and legal persons
involved in the
issue/offer
Other than as mentioned above, so far as the Issuer is aware, no person
involved in the issue of the Securities has an interest material to the offer,
including conflicting interests.
E.7 Expenses charged
to the investor by
the Issuer or an
offeror
No expenses are being charged to an investor by the Issuer.